ADPT’s facilities are fully licensed and provide comprehensive, emergency care with an acuity mix that ADPT believes is comparable to hospital-based emergency rooms.

Tax status

Following this offering, Adeptus Health LLC will continue to operate in the United States as a partnership for U.S. federal income tax purposes. In addition, however, Adeptus Health Inc. will be subject to additional entity-level taxes that will be reflected in its consolidated financial statements.

The emergency room remains a critical access point for millions of Americans who experience sudden serious illness or injury in the United States each year.

Shrinking emergency departments

According to AHA, from 1992 to 2012, the number of emergency room visits increased by 46.7%, while the number of emergency departments decreased by 11.4%.

The availability of that care is under pressure and threatened by a wide range of factors, including shrinking capacity and an increasing demand for services.

The number of emergency room visits exceeded 130 million in 2012, or approximately 247 visits per minute, and care previously provided in inpatient settings is now increasingly being provided in emergency departments.

Dividend Policy

No dividends are planned.

Intellectual Property

Some of ADPT’s service marks and logos may be subject to intellectual property rights.

ADPT does not hold any patents.

To date, ADPT has not relied heavily on patents or other intellectual property in operating its business. Nevertheless, some of the information technology purchased or used by ADPT may be patented or subject to other intellectual property rights.

Given its 24/7 operating hours and ability to handle high-acuity needs, instead of competing with community medical practices and urgent care clinics, ADPT believes it complements them.

Many of ADPT’s sites work closely with nearby urgent care facilities to ensure the most appropriate patient care for the community.

5% stockholders

Funds affiliated with Sterling Partners 67.1%

5-N Investments, LLC 11.2%

Thomas S. Hall 5.0%

Use of proceeds

ADPT expects to net $93 million from its IPO. Proceeds are allocated as follows:

intends to use $86.2 million of these proceeds to purchase newly-issued LLC Units from Adeptus Health LLC.

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